SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2002 RIVIERA HOLDINGS CORPORATION (exact name of registrant as specified in its charter) Nevada 000-21430 88-0296885 (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 2901 Las Vegas Boulevard Las Vegas, Nevada 89109 (Address of principal office) (Zip code) Registrant's Telephone number, (702) 794-9527 including area code Item 5. Other Events On October 24, 2002, Riviera Holdings Corporation (the "Company") received approval from Nevada gaming regulators to conduct an exchange offer by which holders of the Company's 11% Senior Secured Notes due 2010 that were issued on June 26, 2002 ("Existing Notes") in transactions exempt from registration under the Securities Act of 1933, as amended (the "Act"), could exchange their Existing Notes for new notes ("New Notes") which are registered under the Act and whose terms and principal amounts are the same as those of the Existing Notes. On that same date Nevada gaming regulators also approved the Company's pledge of the stock of its wholly-owned operating subsidiary, Riviera Operating Corporation ("ROC"), as additional collateral to secure the Company's obligations under the Existing Notes and New Notes. This approval was the last remaining condition precedent to the Company's pledge of the ROC stock. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not Applicable (b) Not Applicable (c) Exhibits SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 24, 2002 RIVIERA HOLDINGS CORPORATION By: /s/ Duane Krohn Treasurer and CFO EXHIBIT INDEX Exhibit Number Description